Section 3.1 Number of Directors 3.2 Election and Term of Directors 3.3 Vacancies and Newly Created Directorships 3.4 Resignation 3.5 Meetings 3.6 Quorum and Voting 3.7 Written Consent of Directors in Lieu of a Meeting 3.8 Compensation 3.9 Contracts and Transactions Involving Directors

ARTICLE IV Committees of the Board of Directors ------------------------------------

Section 5.1 Appointment and Term of Office 5.2 The Chairman of the Board Section 5.3 Vice-Chairman 5.4 Chief Executive Officer 5.5 The President 5.6 The Vice-Presidents 5.7 The Secretary 5.8 The Treasurer 5.9 The Comptroller 5.10 Resignation, Compensation and Bond

Section 1.1 Offices. The location of the Corporation's principal officeshall be in the City of Cincinnati, County of Hamilton, State of Ohio. TheCorporation may, in addition to the aforesaid principal office, establish andmaintain an office or offices elsewhere in Delaware, Ohio or Indiana or in suchother states and places as the Board of Directors may from time to time findnecessary or desirable, at which office or offices the books, documents, andpapers of the Corporation may be kept.

Section 1.2 Headquarters. Subject to the sentence next following, theCorporation's headquarters and executive offices, shall be located in the Cityof Cincinnati, County of Hamilton, State of Ohio. The location of theCorporation's headquarters and executive offices may be changed from the City ofCincinnati, County of Hamilton, State of Ohio only by the affirmative vote of80% of the full Board of Directors of the Corporation and not by the vote of anycommittee of the Board of Directors. As used in these By-Laws, the term "thefull Board of Directors" shall mean all directors then in office together withany vacancies, however created. For the avoidance of doubt and as an exampleonly, if the Board of Directors consists of 17 members and two vacancies exist,the affirmative vote of 14 of the 15 members of the Corporation's Board ofDirectors then in office would be required to authorize a change in location ofthe Corporation's headquarters and executive offices. The headquarters andexecutive offices of the Corporation's subsidiary, PSI Energy, Inc., shall belocated in the City of Plainfield, Indiana and the headquarters and executiveoffices of the Corporation's subsidiary, The Cincinnati Gas & Electric Company,shall be located in the City of Cincinnati, Ohio.

ARTICLE II Stockholders ------------

Section 2.1 Annual Meeting. An annual meeting of stockholders of theCorporation for the election of directors and for the transaction of any otherproper business shall be held at such time and date in each year as the Board ofDirectors may from time to time determine. The annual meeting in each year shallbe held at such hour on said day and at such place within or without the Stateof Delaware as may be fixed by the Board of Directors, or if not so fixed, atthe principal business office of the Corporation in the City of Cincinnati,County of Hamilton, State of Ohio.

In lieu of the foregoing and at the sole discretion of the Board ofDirectors, an annual meeting of stockholders of the Corporation for the electionof directors and for the transaction of any other proper business may be held bymeans of remote communication (e.g., via the Internet) to the fullest extentpermitted by Section 211 of the Delaware General Corporation Law.

No business may be transacted at an annual meeting of stockholders, otherthan business that is either (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors (orany duly authorized committee thereof); (b) otherwise properly brought beforethe annual meeting by or at the direction of the Board of Directors (or any dulyauthorized committee thereof); or (c) otherwise properly brought before theannual meeting by any stockholder of the Corporation (i) who is a stockholderof record on the date of the giving of the notice provided for in this Section2.1 and on the record date for the determination of stockholders entitled tovote at such annual meeting; and (ii) who complies with the notice proceduresset forth in this Section 2.1.

In addition to any other applicable requirements, for business to beproperly brought before an annual meeting by a stockholder, such stockholdermust have given timely notice thereof in proper written form to the Secretary ofthe Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered toor mailed and received at the principal executive offices of the Corporation notless than ninety (90) calendar days nor more than one hundred twenty (120)calendar days prior to the anniversary date of the immediately preceding annualmeeting of stockholders; provided, however, that in the event that the annualmeeting is called for a date that is not within thirty (30) calendar days beforeor after such anniversary date, notice by the stockholder in order to be timelymust be so received not later than the close of business on the tenth (10th)calendar day following the day on which such notice of the date of the annualmeeting was mailed or such public disclosure of the date of the annual meetingwas made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary mustset forth as to each matter such stockholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be brought beforethe annual meeting and the reasons for conducting such business at the annualmeeting; (ii) the name and record address of such stockholder; (iii) the classor series and number of shares of capital stock of the Corporation which areowned beneficially or of record by such stockholder; (iv) a description of allarrangements or understandings between such stockholder and any other person orpersons (including their names) in connection with the proposal of such businessby such stockholder and any material interest of such stockholder in suchbusiness; and (v) a representation that such stockholder intends to appear inperson or by proxy at the annual meeting to bring such business before themeeting.

Notwithstanding anything to the contrary in the By-Laws, no business shallbe conducted at the annual meeting of stockholders except business broughtbefore the annual meeting in accordance with the procedures set forth in thisSection 2.1; provided, however, that once business has been properly broughtbefore the annual meeting in accordance with such procedures, nothing in thisSection 2.1 shall be deemed to preclude discussion by any stockholder of anysuch business. If the presiding officer of an annual meeting determines thatbusiness was not properly brought before the annual meeting in accordance withthe foregoing procedures, the presiding officer shall declare to the meetingthat the business was not properly brought before the meeting and such businessshall not be transacted.

Section 2.2 Special Meetings. A special meeting of the stockholders of theCorporation entitled to vote on any business to be considered at any suchmeeting may be called by the Chairman of the Board or the President or by amajority of the members of the Board of Directors then in office, acting with orwithout a meeting, or by the persons who hold 50% of all shares outstanding andentitled to vote thereat upon notice in writing, stating the time, place andpurpose of the special meeting. The business transacted at the special meetingshall be confined to the purposes and objects stated in the call.

Section 2.3 Notice of Meetings. Whenever stockholders are required orpermitted to take any action at a meeting, unless notice is waived in writing byall stockholders entitled to vote at the meeting, a written notice of themeeting shall be given which shall state the place, if any, date and hour of themeeting, the means of remote communication, if any, by which stockholders andproxy holders may be deemed to be present in person and vote at such meeting,and, in the case of a special meeting, the purpose or purposes for which themeeting is called.

In lieu of and/or in addition to the foregoing, notice of any meeting ofthe stockholders of the Corporation may be given via electronic transmission, tothe fullest extent permitted by Section 232 of the Delaware General CorporationLaw. To be valid, such electronic transmission notice must be in a form to whichthe stockholder has consented. Any stockholder can revoke consent to receivenotice by a form of electronic transmission by written notice to theCorporation. Such consent shall be deemed revoked after two consecutiveelectronic transmissions by the Corporation are returned as undeliverable;provided, however, the inadvertent failure to treat any such undeliverablenotices as a revocation shall not invalidate any meeting or other action."Electronic transmission" shall mean any form of communication, not directlyinvolving the physical transmission of paper, that creates a record and that maybe retained, retrieved, and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such a recipient through an automatedprocess.

Unless otherwise provided by law, and except as to any stockholder dulywaiving notice, the written notice of any meeting shall be given personally, bymail, or by a form of electronic transmission consented to by the stockholder towhom notice is given, not less than 10 days nor more than 60 days before thedate of the meeting to each stockholder entitled to vote at such meeting. Ifmailed, notice shall be deemed given when deposited in the mail, postageprepaid, directed to the stockholder at his or her address as it appears on therecords of the Corporation. If by a form of electronic transmission, noticeshall be deemed given when transmitted to the stockholder in accordance with theprovisions set forth herein; provided, however, that if the electronictransmission notice is posted on an electronic network (e.g., a website orchatroom), notice shall be deemed given upon the later of (A) such posting and(B) the giving of separate notice of the posting to the stockholder.

When a meeting is adjourned to another time or place, notice need not begiven of the adjourned meeting if the time, place, if any, thereof, and themeans of remote communications, if any, by which stockholders and proxy holdersmay be deemed to be present in person and vote at such adjourned meeting areannounced at the meeting at which the adjournment is taken. At the adjournedmeeting the Corporation may transact any business which might have beentransacted at the original meeting. If, however, the adjournment is for morethan 30 days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

Section 2.4 Quorum. Except as otherwise provided by law or by theCertificate of Incorporation or by these By-Laws in respect of the vote requiredfor a specified action, at any meeting of stockholders the holders of a majorityof the outstanding stock entitled to vote thereat, either present, in person orrepresented by proxy, shall constitute a quorum for the transaction of anybusiness, but the stockholders present, although less than a quorum, may adjournthe meeting to another time or place and, except as provided in the lastparagraph of Section 2.3 of these By-Laws, notice need not be given of theadjourned meeting.

Section 2.5 Voting. Whenever directors are to be elected at a meeting, theyshall be elected by a plurality of the votes of the shares present in person orrepresented by proxy at the meeting and entitled to vote thereon. Whenever anycorporate action, other than the election of directors, is to be taken by voteof stockholders at a meeting, it shall, except as otherwise required by law orby the Certificate of Incorporation or by these By-Laws, be authorized by theaffirmative vote of the majority of shares present in person or represented byproxy at the meeting and entitled to vote thereon.

Except as otherwise provided by law, or by the Certificate ofIncorporation, each holder of record of stock of the Corporation entitled tovote on any matter at any meeting of stockholders shall be entitled to one (1)vote for each share of such stock standing in the name of such holder on thestock ledger of the Corporation on the record date for the determination of thestockholders entitled to vote at the meeting.

Upon the demand of any stockholder entitled to vote, the vote for directorsor the vote on any other matter at a meeting shall be by written ballot, butotherwise the method of voting and the manner in which votes are counted shallbe discretionary with the presiding officer at the meeting.

Section 2.6 Presiding Officer and Secretary. At every meeting ofstockholders, and where the offices of the Chairman of the Board and the ChiefExecutive Officer are held by different individuals, the Chief ExecutiveOfficer, or, in his or her absence, the Chairman of the Board, or, in his or herabsence, the appointee of the meeting, shall preside. The Secretary, or, in hisor her absence, an Assistant Secretary, or if none be present, the appointee ofthe presiding officer of the meeting, shall act as secretary of the meeting. Thepresiding officer shall have the authority to make all rules regarding theconduct of any meeting including, but not limited to, setting the agenda and/ordetermining the proper order of business, making arrangements with respect tomatters of safety and security, determining reserved seating arrangements forcertain stockholders and/or others in attendance, establishing guidelines orprocedures for participation by stockholders and/or others in attendance, andmaking any determination with respect to possible adjournment and/orpostponement.

Section 2.7 Proxies. Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for him or herby proxy, but no such proxy shall be voted or acted upon after three years fromits date, unless the proxy provides for a longer period. Every proxy shall besigned by the stockholder or by his duly authorized attorney. A stockholder mayauthorize another person or persons to act for him as proxy by transmitting orauthorizing the transmission of a telegram, cablegram, or other means ofelectronic transmission to the person who will be the holder of the proxy or toa proxy solicitation firm, proxy support service organization or like agent dulyauthorized by the person who will be the holder of the proxy to receive suchtransmission if such transmission is submitted with information from which itmay be determined that the transmission was authorized by the stockholder.

Section 2.8 List of Stockholders. The officer who has charge of the stockledger of the Corporation shall prepare and make, at least 10 days before everymeeting of stockholders, a complete list of the stockholders entitled to vote atthe meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purposegermane to the meeting, for a period of at least 10 days prior to the meeting:(i) on a reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of the meeting,or (ii) during ordinary business hours, at the principal place of business ofthe Corporation. If the meeting is to be held at a place, the list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

If any meeting of the Corporation's stockholders is to be held solely bymeans of remote communications (e.g., the Internet), the list must be madeavailable to the stockholders during the entire meeting on a reasonablyaccessible electronic network. The notice of meeting must provide information bywhich the stockholder can gain access to the electronic list.

The stock ledger shall be the only evidence as to who are the stockholdersentitled to examine the stock ledger, the list required by this Section or thebooks of the Corporation, or to vote in person or by proxy at any meeting ofstockholders.

ARTICLE III Directors ---------

Section 3.1 Number of Directors. The Board of Directors shall consist of anumber of directors not less than seven (7) and not more than twenty-three (23)as determined by a vote of not less than 75% of the full Board of Directors("Supermajority Vote"). Any such determination made by the Board of Directorsshall continue in effect unless and until changed by the Board of Directors bySupermajority Vote, but no such change shall affect the term of any directorthen in office.

Section 3.2 Election and Term of Directors. Only persons who are nominatedin accordance with the following procedures shall be eligible for election asdirectors. Except as may be required by applicable law, no person who is, at thetime of nomination, 70 years of age or older shall be eligible for election as adirector. Nominations of persons as candidates for election as directors of theCorporation may be made at a meeting of stockholders (i) by or at the directionof the Board of Directors acting by Supermajority Vote (or by a unanimous voteof the remaining directors if a Supermajority Vote is not obtainable because thenumber of vacancies on the Board of Directors); or (ii) by any stockholder ofthe Corporation entitled to vote for the election of directors at such meetingwho complies with the notice procedures set forth herein. Any nomination otherthan those governed by clause (i) of the preceding sentence shall be madepursuant to timely notice in writing to the Secretary of the Corporation. To betimely, a stockholder's notice shall be delivered to or mailed and received atthe principal office of the Corporation in the State of Ohio not less than 50days prior to the meeting; provided, however, that if less than 60 days' noticeor prior public disclosure of the date of the meeting is given to stockholdersor made public, to be timely notice by a stockholder must be so received notlater than the close of business on the tenth day following the day on whichsuch notice of the date of the meeting was mailed or such public disclosure wasmade. Such stockholder's notice to the Secretary shall set forth(a) as to eachperson whom the stockholder proposes to nominate for election as director (i)the name, age, business address, and residence address of such person; (ii) theprincipal occupation or employment of such person; (iii) the class and number ofany shares of capital stock of the Corporation that are beneficially owned bysuch person; and (iv) any other information relating to such person that isrequired to be disclosed in solicitations for proxies for the election ofdirectors pursuant to any then existing rules or regulations promulgated underthe Securities Exchange Act of 1934, as amended; and (b) as to the stockholdergiving notice (i) the name and record address of such stockholder; (ii) theclass and number of shares of capital stock of the Corporation that arebeneficially owned by such stockholder, and (iii) the period of time suchstockholder has held such shares. The Corporation may require any proposednominee to furnish such other information as may reasonably be required by theCorporation to determine the eligibility of such proposed nominee to serve as adirector. No person otherwise eligible for election as a director shall beeligible for election as a director unless nominated as set forth herein.

Commencing on October 24, 1994 (the "Classification Date") of the Board ofDirectors of the Corporation, the terms of office of the Board of Directorsshall be divided into three (3) classes, Class I, Class II and Class III, asdetermined by the Board of Directors. All classes shall be as nearly equal innumber as possible.

The terms of office of directors classified shall be as follows (1) thatof Class I shall expire at the annual meeting of stockholders that occurs withinthe first year after the Classification Date, (2) that of Class II shall expireat the annual meeting of stockholders that occurs within the second year afterthe Classification Date, and (3) that of Class III shall expire at the annualmeeting of stockholders that occurs within the third year after theClassification Date. At each annual meeting of stockholders after theClassification Date, the successors to directors whose terms shall expire shallbe elected to serve from the time of election and qualification until the thirdannual meeting following election and until a successor shall have been electedand qualified or until his earlier resignation, removal from office or death. Asbeing under 70 years of age constitutes a continuing qualification for serviceon the Board of Directors, any director who reaches the age of 70 years while inoffice shall, except as limited by applicable law, promptly resign from theCorporation's Board of Directors.

Section 3.3 Vacancies and Newly Created Directorships. Vacancies and newlycreated directorships resulting from any increase in the authorized number ofdirectors may be filled by election at a meeting of stockholders. Except asotherwise provided by law, and notwithstanding the provision of Section 3.6, theremaining directors, whether or not constituting a majority of the wholeauthorized number of directors, may, by not less than a Supermajority Vote (orby a unanimous vote of the remaining directors if a Supermajority Vote is notobtainable because of the number of vacancies on the Board of Directors) fillany vacancy in the Board, however arising, for the unexpired term thereof. Anyperson elected to fill a vacancy in the Board shall hold office until theexpiration of the term of office for the class to which he or she is elected anduntil a successor is elected and qualified or until his or her earlierresignation, removal from office or death.

Section 3.4 Resignation. Any director may resign at any time upon noticegiven in writing or by electronic transmission to the Corporation. Any suchresignation shall take effect at the time specified therein or, if the time benot specified, upon receipt thereof, and the acceptance of such resignation,unless required by the terms thereof, shall not be necessary to make suchresignation effective.

Section 3.5 Meetings. Meetings of the Board of Directors, regular orspecial, may be held at any place within or without the State of Delaware.Members of the Board of Directors, or of any committee designated by the Board,may participate in a meeting of such Board or committee by means of conferencetelephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in a meetingby such means shall constitute presence in person at such meeting. An annualmeeting of the Board of Directors shall be held within 10 days after each annualelection of directors. If such election occurs at an annual meeting ofstockholders, the annual meeting of the Board of Directors shall be held at suchtime and place as shall be specified by the Board, and no notice thereof need begiven. The Board of Directors may fix times and places for regular meetings ofthe Board and no notice of such meetings need be given. A special meeting of theBoard of Directors shall be held whenever called by the Chairman of the Board,the Chief Executive Officer, the President or by the written request of amajority of the members of the Board of Directors, at such time and place asshall be specified in the notice or waiver thereof. Notice of each specialmeeting shall be given by the Secretary or by a person calling the meeting toeach director in writing, through the mail, or personally served or bytelephone, telecopy, telegram, cablegram or radiogram, or via any form ofelectronic transmission, in each such case within such time frame as the personcalling the meeting shall deem appropriate, and such notice shall be deemed tobe given at the time when the same shall be transmitted.

Section 3.6 Quorum and Voting. A majority of the full Board of Directorsshall constitute a quorum for the transaction of business, but, if there be lessthan a quorum at any meeting of the Board of Directors, a majority of thedirectors present may adjourn the meeting from time to time, and no furthernotice thereof need be given other than announcement at the meeting which shallbe so adjourned. Except as otherwise provided by law, by the Certificate ofIncorporation, or by these By-Laws (including, without limitation, where anySupermajority Vote or any other vote in excess of a majority is required), thevote of a majority of the directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors.

Section 3.7 Written Consent of Directors in Lieu of a Meeting. Any actionrequired or permitted to be taken at any meeting of the Board of Directors or ofany committee thereof may be taken without a meeting if all members of the Boardor of such committee, as the case may be, consent thereto in writing or byelectronic transmission, and the writing or writings or electronic transmissionsare filed with the minutes of proceedings of the Board or committee.

Section 3.8 Compensation. Each director of the Corporation (other thandirectors who are salaried officers of the Corporation or any of itssubsidiaries) shall be entitled to receive as compensation for services suchreasonable compensation, which may include pension, disability and deathbenefits, as may be determined from time to time by the Board of Directors.Reasonable compensation may also be paid to any person other than a directorofficially called to attend any such meeting.

Section 3.9 Contracts and Transactions Involving Directors. No contract ortransaction between the Corporation and one or more of its directors orofficers, or between the Corporation and any other corporation, partnership,association, or other organization in which one or more of its directors orofficers are directors or officers, or have a financial interest, shall be voidor voidable solely for this reason, or solely because the director or officer ispresent at or participates in the meeting of the Board of Directors or committeethereof which authorizes the contract or transaction, or solely because his, heror their votes are counted for such purpose, if(1) the material facts as tohis or her relationship or interest and as to the contract or transaction aredisclosed or are known to the Board of Directors or the committee, and the Boardor committee in good faith authorizes the contract or transaction by theaffirmative votes of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum; or (2) the material facts as tohis or her relationship or interest and as to the contract or transaction aredisclosed or are known to the stockholders entitled to vote thereon, and thecontract or transaction is specifically approved in good faith by vote of thestockholders; or (3) the contract or transaction is fair as to the Corporationas of the time it is authorized, approved or ratified, by the Board ofDirectors, a committee thereof, or the stockholders. Common or interesteddirectors may be counted in determining the presence of a quorum at a meeting ofthe Board of Directors or of a committee which authorizes the contract ortransaction.

ARTICLE IV Committees of the Board of Directors ------------------------------------

Section 4.1 Appointment and Powers. The Board of Directors may, byresolution adopted by a majority of the Board, designate from time to time(subject to Article V hereof) no less than three (3) and no more than six (6) oftheir number to constitute an Executive Committee, and may delegate to suchcommittee power to authorize the seal of the Corporation to be affixed to allpapers which may require it and to exercise in the intervals between themeetings of the Board of Directors the powers of the Board in the management ofthe business and affairs of the Corporation to the fullest extent permitted bySection 141(c)(2) of the Delaware General Corporation Law; provided, however,that the Executive Committee shall not have the power or authority to take anyaction for which a Supermajority Vote or other vote in excess of a majority ofthe Board of Directors is required. Each member of the Executive Committee shallcontinue to be a member thereof only during the pleasure of a majority of thefull Board of Directors.

The Executive Committee may act by a majority of its members at a meetingor by a writing signed by all of its members.

All action by the Executive Committee shall be reported to the Board ofDirectors at its meeting next succeeding such action.

Non-employee members of such Executive Committee shall be entitled toreceive such fees and compensation as the Board of Directors may determine.

The Board of Directors may also appoint a Finance Committee, a CorporateGovernance Committee, an Audit Committee, a Public Policy Committee and aCompensation Committee and may also appoint such other standing or temporarycommittees from time to time as they may see fit, delegating to such committeesall or any part of their own powers (subject to the provisions of theseBy-Laws); provided, however, that any compensation or benefits to be paid to anexecutive officer who is also a director must be approved by the Board ofDirectors. The members of such committees shall be entitled to receive such feesas the Board may determine.

The Board of Directors shall not amend, modify, vary or waive any of theterms of the Amended and Restated Agreement and Plan of Reorganization by andamong The Cincinnati Gas & Electric Company, PSI Resources, Inc., PSI Energy,Inc., the Corporation, Cinergy Corp., an Ohio corporation, and Cinergy Sub, Inc.dated as of December 11, 1992, as amended and restated as of July 2, 1993 and asof September 10, 1993 and as further amended as of June 20, 1994, as of July 26,1994 and as of September 30, 1994 (the "Merger Agreement") other than by aSupermajority Vote of the Board of Directors.

Section 5.1 Appointment and Term of Office. The executive officers of theCorporation, shall consist of a Chairman of the Board, a Vice-Chairman, a ChiefExecutive Officer, a President, one or more Vice-Presidents, a Secretary, aTreasurer and a Comptroller, all of whom shall be elected by the Board ofDirectors by a Supermajority Vote, and shall hold office for one (1) year anduntil their successors are chosen and qualified. Any number of such offices maybe held by the same person, but no officer shall execute, acknowledge or verifyany instrument in more than one capacity. Any vacancy occurring in the office ofthe Chairman, Chief Executive Officer or President shall be filed bySupermajority Vote of the Board of Directors. The Chairman, Chief ExecutiveOfficer or President shall be subject to removal without cause only bySupermajority Vote of the Board of Directors at a special meeting of the Boardof Directors called for that purpose.

The Board of Directors may appoint, and may delegate power to appoint, suchother non-executive officers, agents and employees as it may deem necessary orproper, who shall hold their offices or positions for such terms, have suchauthority and perform such duties as may from time to time be determined by orpursuant to authorization of the Board of Directors.

Section 5.2 The Chairman of the Board. The Chairman of the Board shall be adirector and shall preside at all meetings of the Board of Directors and, in theabsence or inability to act of the Chief Executive Officer, meetings ofstockholders and shall, subject to the Board's direction and control, be theBoard's representative and medium of communication, and shall perform such otherduties as may from time-to-time be assigned to the Chairman of the Board bySupermajority Vote of the Board of Directors. The Chairman of the Board shalldirect the long-term strategic planning process of the Corporation and shallalso lend his or her expertise to the President, as may be requested fromtime-to-time by the President. The Chairman shall be a member of the ExecutiveCommittee.

Section 5.3 Vice-Chairman. The Vice-Chairman of the Board shall be adirector and shall preside at meetings of the Board of Directors in the absenceor inability to act of the Chairman of the Board or meetings of stockholders inthe absence or inability to act of the Chief Executive Officer and the Chairmanof the Board. The Vice-Chairman shall perform such other duties as may fromtime-to-time be assigned to him or her by Supermajority Vote of the Board ofDirectors. The Vice-Chairman shall be a member of the Executive Committee andmay be a member of such other committees of the Board as it shall from time totime deem appropriate.

Section 5.4 Chief Executive Officer. The Chief Executive Officer shall be adirector and shall preside at all meetings of the stockholders, and, in theabsence or inability to act of the Chairman of the Board and the Vice-Chairman,meetings of the Board of Directors, and shall submit a report of the operationsof the Corporation for the fiscal year to the stockholders at their annualmeeting and from time-to-time shall report to the Board of Directors all matterswithin his or her knowledge which the interests of the Corporation may requirebe brought to their notice. The Chief Executive Officer shall be the chairman ofthe Executive Committee and ex officio a member of all standing committees.Where the offices of President and Chief Executive Officer are held by differentindividuals, the President will report directly to the Chief Executive Officer.

Section 5.5 The President. The President shall be the chief operatingofficer of the Corporation. The President shall have general and activemanagement and direction of the affairs of the Corporation, shall havesupervision of all departments and of all officers of the Corporation, shall seethat the orders and resolutions of the Board of Directors and of the ExecutiveCommittee are carried into effect, and shall have the general powers and dutiesof supervision and management usually vested in the office of President of acorporation. All corporate officers and functions except those reporting to theChairman of the Board or the Chief Executive Officer shall report directly tothe President.

Section 5.6 The Vice-Presidents. The Vice-Presidents shall perform suchduties as the Board of Directors shall, from time to time, require. In theabsence or incapacity of the President, the Vice President designated by thePresident or Board of Directors or Executive Committee shall exercise the powersand duties of the President.

Section 5.7 The Secretary. The Secretary shall attend all meetings of theBoard of Directors, of the Executive Committee and any other committee of theBoard of Directors and of the stockholders and act as clerk thereof and recordall votes and the minutes of all proceedings in a book to be kept for thatpurpose, and shall perform like duties for the standing committees whenrequired.

The Secretary shall keep in safe custody the seal of the Corporation and,whenever authorized by the Board of Directors or the Executive Committee, affixthe seal to any instrument requiring the same.

The Secretary shall see that proper notice is given of all the meetings ofthe stockholders of the Corporation and of the Board of Directors and shallperform such other duties as may be prescribed from time to time by the Board ofDirectors, the Chairman, the Chief Executive Officer, or the President.

Assistant Secretaries. At the request of the Secretary, or in his or herabsence or inability to act, the Assistant Secretary or, if there be more thanone, the Assistant Secretary designated by the Secretary, shall perform theduties of the Secretary and when so acting shall have all the powers of and besubject to all the restrictions of the Secretary. The Assistant Secretariesshall perform such other duties as may from time to time be assigned to them bythe President, the Secretary, or the Board of Directors.

Section 5.8 The Treasurer. The Treasurer shall be the financial officer ofthe Corporation, shall keep full and accurate accounts of all collections,receipts and disbursements in books belonging to the Corporation, shall depositall moneys and other valuables in the name and to the credit of the Corporation,in such depositories as may be directed by the Board of Directors, shalldisburse the funds of the Corporation as may be ordered by the Board ofDirectors, the Chairman, the Chief Executive Officer, or the President, takingproper vouchers therefor, and shall render to the President, the Chief ExecutiveOfficer, the Chairman, and/or directors at all regular meetings of the Board, orwhenever they may require it, and to the annual meeting of the stockholders, anaccount of all his or her transactions as Treasurer and of the financialcondition of the Corporation.

The Treasurer shall also perform such other duties as the Board ofDirectors, the Chairman, the Chief Executive Officer, or the President may fromtime to time require.

If required by the Board of Directors the Treasurer shall give theCorporation a bond in a form and in a sum with surety satisfactory to the Boardof Directors for the faithful performance of the duties of his or her office andthe restoration to the Corporation in the case of his or her death, resignationor removal from office of all books, papers, vouchers, money and other propertyof whatever kind in his or her possession belonging to the Corporation.

Assistant Treasurers. At the request of the Treasurer, or in his or herabsence or inability to act, the Assistant Treasurer or, if there be more thanone, the Assistant Treasurer designated by the Treasurer, shall perform theduties of the Treasurer and when so acting shall have all the powers of and besubject to all the restrictions of the Treasurer. The Assistant Treasurers shallperform such other duties as may from time to time be assigned to them by thePresident, the Treasurer, or the Board of Directors.

Section 5.9 The Comptroller. The Comptroller shall have control over allaccounts and records of the Corporation pertaining to moneys, properties,materials and supplies. He or she shall have executive direction over thebookkeeping and accounting departments and shall have general supervision overthe records in all other departments pertaining to moneys, properties, materialsand supplies. He or she shall have such other powers and duties as are incidentto the office of Comptroller of a corporation and shall be subject at all timesto the direction and control of the Board of Directors, the Chairman, the ChiefExecutive Officer, the President, or a Vice President.

Assistant Comptrollers. At the request of the Comptroller, or in his or herabsence or inability to act, the Assistant Comptroller or, if there be more thanone, the Assistant Comptroller designated by the Comptroller, shall perform theduties of the Comptroller and when so acting shall have all the powers of and besubject to all the restrictions of the Comptroller. The Assistant Comptrollersshall perform such other duties as may from time to time be assigned to them bythe President, the Comptroller, or the Board of Directors.

Section 5.10 Resignation, Compensation and Bond. Any resignation fromoffice by any officer of the Corporation also shall be deemed, to the extentapplicable, to be a resignation from any similar office held by such resigningofficer at any affiliate or subsidiary of the Corporation, unless otherwiseexpressly provided for within the resigning officer's letter of resignation. Thecompensation of the officers of the Corporation shall be fixed by theCompensation Committee of the Board of Directors or, in lieu of the CompensationCommittee, by the Board of Directors, but this power may be delegated to anyofficer in respect of other officers under his or her control. The Corporationmay secure the fidelity of any or all of its officers, agents or employees bybond or otherwise.

(A) Any person who was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than any action or suit by orin the right of the Corporation) by reason of the fact that he or she is or wasa director, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise(specifically including employee benefit plans), shall be indemnified by theCorporation, if, as and to the extent authorized by applicable law, againstexpenses (specifically including attorney's fees), judgments, fines(specifically including any excise taxes assessed on a person with respect to anemployee benefit plan) and amounts paid in settlement actually and reasonablyincurred by him or her in connection with the defense or settlement of suchaction, suit or proceeding, if he or she acted in good faith and in a manner heor she reasonably believed to be in or not opposed to the best interests of theCorporation and, with respect to any criminal action or proceeding, had noreasonable cause to believe his or her conduct was unlawful. The termination ofany action, suit or proceeding by judgment, order, settlement, or conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner he or shereasonably believed to be in and not opposed to the best interests of theCorporation and, with respect to any criminal action or proceeding, he or shehad no reasonable cause to believe his or her conduct was unlawful.

(B) The Corporation shall, to the extent not prohibited by applicable law,indemnify or agree to indemnify any person who was or is a party, or isthreatened to be made a party, to any threatened, pending, or completed actionor suit by or in the right of the Corporation to procure a judgment in its favorby reason of the fact that he or she is or was a director, officer, employee, oragent of the Corporation or is or was serving at the request of the Corporationas a director, trustee, officer, employee, or agent of another corporation,domestic or foreign, non-profit or for-profit, partnership, joint venture, trustor other enterprise (specifically including employee benefit plans), againstexpenses (including attorneys' fees) actually and reasonably incurred by him orher in connection with the defense or settlement of such action or suit if he orshe acted in good faith and in a manner reasonably believed to be in or notopposed to the best interests of the Corporation; provided that, noindemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been adjudged to be liable to the Corporationunless and only to the extent that the Court of Chancery or the court in whichsuch action or suit was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Court of Chancery or such other court shall deem proper.

(C) To the extent that a director or officer of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit, orproceeding referred to in the paragraphs (A) or (B) of this Section, or indefense of any claim, issue, or matter therein, he or she shall be indemnifiedagainst expenses, specifically including attorneys' fees, actually andreasonably incurred by him or her in connection therewith.

(D) Any indemnification under Paragraphs (A) and (B) of this Section,unless ordered by a court, shall be made by the Corporation only as authorizedin the specific case upon a determination that indemnification of the director,officer, employee, or agent is proper in the circumstances because he or she hasmet the applicable standard of conduct set forth in such Paragraphs (A) and (B).Such determination shall be made as follows(1) by a majority vote of the Boardof Directors, even if less than a quorum, consisting of directors who were notparties to such action, suit, or proceeding; (2) by a committee of suchdirectors designated by a majority vote of such directors, even if less than aquorum; (3) if the quorum described in (D)(1) of this Section is not obtainableor, even if obtainable a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion; or (4) by the stockholders.

Section 6.2 Advances for Litigation Expenses. Expenses (includingattorneys' fees) incurred by a director, officer, employee, or agent of theCorporation in defending any civil, criminal, administrative or investigativeaction, suit or proceeding, shall be paid by the Corporation as they areincurred in advance of the final disposition of such action, suit or proceedingupon receipt of an undertaking by or on behalf of such director, officer,employee, or agent (1) to repay such amount if it shall ultimately bedetermined that he is not entitled to be indemnified by the Corporation asauthorized in this Article VI; and (2) to cooperate reasonably with theCorporation concerning the action, suit or proceeding.

Section 6.3 Indemnification Nonexclusive. The indemnification provided bythis Article shall not be exclusive of and shall be in addition to any otherrights granted to those seeking indemnification under the Certificate ofIncorporation, these By-Laws, any agreement, any vote of stockholders ordisinterested directors or otherwise, both as to action in his or her officialcapacity and as to action in another capacity while holding such office andshall continue as to a person who has ceased to be a director, trustee, officer,employee, or agent and shall inure to the benefit of the heirs, executors, andadministrators of such a person.

Section 6.4 Indemnity Insurance. The Corporation may purchase and maintaininsurance or furnish similar protection, including but not limited to trustfunds, letters of credit, or self-insurance, on behalf of or for any person whois or was a director, officer, employee, or agent of the Corporation, or is orwas serving at the request of the Corporation as a director, trustee, officer,employee or agent of another corporation, domestic or foreign, nonprofit or forprofit, partnership, joint venture, trust, or other enterprise, against anyliability asserted against him or her and incurred by him or her in any suchcapacity, or arising out of his or her status as such, whether or not theCorporation would have the power to indemnify him or her against such liabilityunder this Article. Insurance may be purchased from or maintained with a personin which the Corporation has a financial interest.

Section 6.5 Definitions. For purposes of this Article (1) a person whoacted in good faith and in a manner he or she reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shallconclusively be deemed to have acted in a manner "not opposed to the bestinterests of the Corporation"; (2) a person shall be deemed to have acted in"good faith" and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, or, with respect to any criminal actionor proceeding, to have had no reasonable cause to believe his conduct wasunlawful, if his action is based on the records or books of account of theCorporation or another enterprise, or on information supplied to him by theofficers of the Corporation or another enterprise in the course of their duties,or on the advice of legal counsel for the Corporation or another enterprise oron information or records given or reports made to the Corporation or anotherenterprise by an independent certified public accountant or by an appraiser orother expert selected with reasonable care by the Corporation or anotherenterprise; (3) the term "another enterprise" as used in this Article VI shallmean any other corporation or any partnership, joint venture, trust, employeebenefit plan or other enterprise of which such person is or was serving at therequest of the Corporation as a director, officer, employee or agent; and (4)references to "the Corporation" shall include, in addition to the resultingcorporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger, which, if its separateexistence had continued, would have had power and authority to indemnify itsdirectors, officers, employees, and agents. ARTICLE VII Common Stock

Section 7.1 Certificates. Certificates for stock of the Corporation shallbe in such form as shall be approved by the Board of Directors and shall besigned in the name of the Corporation by the Chairman or the President or a VicePresident, and by the Treasurer or an Assistant Treasurer, or the Secretary oran Assistant Secretary. Such certificates may be sealed with the seal of theCorporation or a facsimile thereof. Any of or all the signatures on acertificate may be a facsimile. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if he or she were such officer, transfer agent or registrar at the date ofissue.

Section 7.2 Transfers of Stock. Transfers of stock shall be made only uponthe books of the Corporation by the holder, in person or by duly authorizedattorney, and on the surrender of the certificate or certificates for such stockproperly endorsed. The Board of Directors shall have the power to make all suchrules and regulations, not inconsistent with the Certificate of Incorporationand these By-Laws and the law, as the Board of Directors may deem appropriateconcerning the issue, transfer and registration of certificates for stock of theCorporation. The Board of Directors or the Finance Committee may appoint one (1)or more transfer agents or registrars of transfers, or both, and may require allstock certificates to bear the signature of either or both.

Section 7.3 Lost, Stolen or Destroyed Certificates. The Corporation mayissue a new stock certificate in the place of any certificate theretofore issuedby it, alleged to have been lost, stolen or destroyed, and the Corporation mayrequire the owner of the lost, stolen or destroyed certificate or his or herlegal representative to give the Corporation a bond sufficient to indemnify itagainst any claim that may be made against it on account of the alleged loss,theft or destruction of any such certificate or the issuance of any such newcertificate. The Board of Directors may require such owner to satisfy otherreasonable requirements.

Section 7.4 Stockholder Record Date. (A) In order that the Corporation maydetermine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix a recorddate, which record date shall not be more than sixty (60) nor less than ten (10)days before the date of such meeting.

If no record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the dayon which notice is given, or, if notice is waived, at the close of business onthe day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to voteat a meeting of stockholders shall apply to any adjournment of the meeting;providing, however, that the Board of Directors may fix a new record date forthe adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitledto consent to corporate action in writing without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which record date shall not be more than ten days after the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors. If no record date has been fixed by the Board of Directors, therecord date for determining stockholders entitled to consent to corporate actionin writing without a meeting, when no prior action by the Board of Directors isrequired by law, shall be the first date on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to theCorporation by delivery to its registered office in this State, its principalplace of business, or an officer or agent of the Corporation having custody ofthe book in which proceedings of meetings of stockholders are recorded. Deliverymade to a corporation's registered office shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed bythe Board of Directors and prior action by the Board of Directors is required bylaw, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be at the close of businesson the day on which the Board of Directors adopts the resolutions taking suchprior action.

(C) In order that the Corporation may determine the stockholders entitledto receive payment of any dividend or other distribution or allotment of anyrights or the stockholders entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty days prior to suchaction. If no record date is fixed, the record date for determining stockholdersfor any such purpose shall be at the close of business on the day on which theBoard of Directors adopts the resolution relating thereto.

Section 7.5 Beneficial Owners. The Corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether or notit shall have express or other notice thereof, except as otherwise provided bylaw.

ARTICLE VIII Seal ----

Section 8.1 Seal. The seal of the Corporation shall be circular in form andshall bear, in addition to any other emblem or device approved by the Board ofDirectors, the name of the Corporation, the year of its incorporation and thewords "Corporate Seal" and "Delaware". The seal may be used by causing it or afacsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX Waiver of Notice ----------------

Section 9.1 Waiver of Notice. Whenever notice is required to be given bystatute, or under any provision of the Certificate of Incorporation or theseBy-Laws, a written waiver thereof, signed by the person entitled to notice, or awaiver by electronic transmission by the person entitled to notice, whetherbefore or after the time stated therein, shall be deemed equivalent to notice.In the case of a stockholder, such waiver of notice may be signed by suchstockholder's attorney or proxy duly appointed in writing. Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened. Neither the business to be transacted at,nor the purpose of, any regular or special meeting of the stockholders,directors or members of a committee of directors need be specified in anywritten waiver of notice or any waiver by electronic transmission.

ARTICLE X Fiscal Year -----------

Section 10.1 Fiscal Year. The Fiscal Year of the Corporation shall begin onthe first day of January and terminate on the thirty-first day of December eachyear.

ARTICLE XI Contracts, Checks, etc. -----------------------

Section 11.1 Contracts, Checks, etc. The Board of Directors or the FinanceCommittee may by resolution adopted at any meeting designate officers of theCorporation who may in the name of the Corporation execute contracts, checks,drafts, and orders for the payment of money in its behalf and, in the discretionof the Board of Directors or the Finance Committee, such officers may be soauthorized to sign such contracts or checks singly without the necessity ofcounter-signature.

ARTICLE XII Amendments ----------

Section 12.1 Amendments. Except as set forth below, these By-Laws may beamended or repealed by the Board of Directors or by the affirmative vote of theholders of a majority of the issued and outstanding common stock of theCorporation, or by the unanimous written consent of the holders of the issuedand outstanding common stock of the Corporation.

Notwithstanding the foregoing paragraph, the affirmative vote of theholders of at least 80% of the issued and outstanding shares of common stock ofthe Corporation shall be required to amend, alter or repeal, or adopt anyprovision inconsistent with, the requirements of Section 2.2, Section 3.1,Section 3.2, Section 3.3 or this paragraph of Section 12.1 of these By-Laws, inaddition to any requirements of law and any provisions of the Certificate ofIncorporation, any By-law, or any resolution of the Board of Directors adoptedpursuant to the Certificate of Incorporation (and notwithstanding that a lesserpercentage may be specified by law, the Certificate of Incorporation, theseBy-Laws, such resolution, or otherwise).

Notwithstanding any of the foregoing, the affirmative vote of a majority ofthe holders of the issued and outstanding common stock of the Corporation shallbe required to amend, alter or repeal, or adopt any provision inconsistent with(i) any provision of these By-Laws requiring a Supermajority Vote of the Boardof Directors (including this provision of Section 12.1) or (ii) theresponsibilities of the Chief Executive Officer or President as set forth inSection 5.4 or Section 5.5, and the Board of Directors shall not recommend anysuch amendment to such provisions to the stockholders unless the proposedamendment is approved by the Board of Directors acting by Supermajority Vote.

ARTICLE XIII Dividends ---------

Section 13.1 Dividends. Dividends upon the capital stock of theCorporation, subject to the provisions of the Certificate of Incorporation, ifany, may be declared by the Board of Directors at any regular or specialmeeting, and may be paid in cash, in property, or in shares of the capitalstock. Before payment of any dividend, there may be set aside out of any fundsof the Corporation available for dividends such sum or sums as the Board ofDirectors from time to time, in its absolute discretion, deems proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation, or for any properpurpose, and the Board of Directors may modify or abolish any such reserve.